CHARTER. 



CONSTITUTION AND BY-LAWS 



OF THE 



Association for the Preservation 
OF Virginia Antiquities, 



RICHMOND, VA. 



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CHARTER, 



CONSTITUTION AND BY-LAWS 



Of the 



Association for the Preservation 
OF Virginia Antiquities, 



RICHMOND, VA. 



DKI ORATIA VIROINIA CONDIXA. 



RICHMOND: 

VVM. ELLIS JONES, BOOK AND JOB PRINTER. 
I9OI. 



CHARTKR 



To the Honorable B. R. Wellford, 

Judge of the Circuit Court of Richmoiid : 
The petition and certificate of Ellen Bernard Lee and others, whose 
names are signed below, respectfully represents that they desire, under 
the provisions of Section 1145, Code of Virginia, 1887, to form them- 
selves, and such other persons as shall hereafter be associated with them, 
into a joint stock company for the conduct of the business hereinafter 
set forth, and to that end ask to have granted unto them a charter of 
incorporation. 

f^irst. The name of the Company is to be "The Association for the 
^reservation of Virginia Antiquities." 

Second. The object is to restore and preserve the ancient historic 
buildings and tombs in the State of Virginia, and acquire by purchase 
or gift the sites of such buildings and tombs with a view to their per- 
petuation and preservation. 

Third. The capital stock of said Company is to be not less than $50, 
and not more than |i, 000, 000, divided into shares of |io each. 

Fourth. That the principal office of said Company shall be at the 
city of Richmond, Virginia, and the said Company shall have power to 
establish branch associations in such cities, towns, or neighborhoods as 
to them may seem fit; and may make such rules, by-laws, and regula- 
tions for their government, not inconsistent with the laws of the State, 
as to them shall seem fit. 

Fifth. The chief business of the Company shall be to acquire, for the 
purposes aforesaid, the sites of said tombs and buildings by gift or pur- 
chase, and to that end may acquire and hold real estate not to exceed 
100,000 acres. 

Sixth. That the officers for the first year shall be as follows, viz : 

Mrs. Ellen Bernard Lee, President, 
Mrs. Mary Pegram Anderson, ist Vice-President, 
Mrs. Cynthia B. T. Coleman, 2d Vice-President, 
Mrs. Mary Louisa Tazewell, 3d Vice-President, 



4 Charter. 

Mrs. Elizabeth Henry Lyons, Secretary, 

Mrs. Belle S. Bryan, Treasurer, 
to be succeeded afterwards by elections to be had in conformity with 
rules, by-laws, and regulations which may hereafter be adopted by the 
Association for their government. 

M. L. Hughes, Ellen Bernard Lee, 

Mary Jeffery Gait, Mary Pegram Anderson, 

Mary Louisa Tazewell, Elizabeth Henry Lyons, 

Belle S. Bryan, Lucy Clay Brown, 

Cynthia B. T. Coleman, Rebecca M. Smith, 

S. C. P. Spencer, L. C. Garrett, 
Sarah A. Pryor. 



State of Virginia— City of Richmond: 

I hereby certify that the foregoing certificate was acknowledged 
before me in my city aforesaid by Mrs. Ellen Bernard Lee, Mrs. Mary 
Pegram Anderson, Mrs. Elizabeth Henry Lyons, and Mrs. Belle S. 
Bryan, whose names are attached to the writing above. 
Given under may hand this 2d February, 1889. 

H. M. Tyler, Notary Public. 



James City County — State of Virginia: 

I do hereby certify, that the foregoing certificate was this day ac- 
knowledged before me in my county aforesaid, by Lucy Clay Brown, 
Cynthia B. T. Coleman, Rebecca M. Smith, S. C. P. Spencer, and L. C. 
Garrett, whose names are signed to the writing above. 
Given under my hand this 5th day of February, 1889. 

C. P. Armistead, Notary Public. 



Corporation of the City of Norfolk, to-wit: 

I, John B. Jenkins, a notary public in and for the corporation of the 
•city of Norfolk, in the State of Virginia, do hereby certify, that M. L. 
Hughes, Mary Jeffery Gait, and Mary Louisa Tazewell, whose names 
are signed to the writing above, have acknowledged the same before 
me in my corporation aforesaid. 

Given under my hand this nth day of February, in the year 1889. 

John B. Jenkins, Notary Public. 



Charter. 5 

Virginia: 

In the Circuit Court of the City of Richmond, February /j, iSSg: 

It appearing to the court that Ellen Bernard Lee, Mary Pegram Ander- 
son, Elizabeth Henry Lyons, Belle S. Bryan, Lucy Clay Brown, Cynthia 
B. T. Coleman, Rebecca M. Smith, S. C. P. Spencer, L C. Garrett, M. 
L. Hughes Mary Jeftery Gait, and Mary Louisa Tazewell, have made, 
signed and acknowledged, according to law, a certificate in writing, hav- 
ing for its object the formation of a joint stock company, for the purposes 
set forth in said certificate: the court doth grant unto them, and such 
others as may be hereafter associated with them, a charter upon the 
terms set forth in said certificate; and it is ordered that they and their 
associates be and are hereby made and created a body corporate and 
politic, by the name of "The Association for the Preservation of Vir- 
ginia Antiquities," with all the powers and privileges conferred, and 
subject to all the provisions and restrictions imposed by the laws of Vir- 
ginia as may be applicable to corporations of this character. 

And it is ordered that the same be recorded. 

A copy — Teste, Alfred Sheild, Clerk. 



Virginia: 

bi the Clerk' s Office of the Circuit Court of the City of Richmond, 
February ij, iSSg: 

The foregoing charter was this day received in the said office, re- 
corded, and is hereby certified to the Secretary of the Commonwealth 
of Virginia for recordation. 

Teste, Alfred Sheild, Clerk. 



Virginia: 

Office of Secretary of Commonwealth, April i, iSSg: 

Charter lodged and recorded. 



H. W. Flournoy, 
Secretary of Commomvealth. 



Charter. 



CHARTER OF" 1892. 



AN ACT 

Incorporatiiig the Association for the Preservation of Virginia 
Antiquities. 

Approved March 3, 1892. 

r. Be it enacted by the General Assembly of Virginia, That Belle S. 
Bryan, Cynthia B. T. Coleman, Mary Jeftery Gait, Parke C. Bagby, Eliz- 
abeth Henry Lyons, Mary Pegram Anderson, Ann S. Meredith, and 
such other persons as are now associated under a charter granted by the 
Circuit Court of the city of Richmond on the thirteenth day of Febru- 
ary, eighteen hundred and eighty-nine, under title of The Association 
for the Preservation of Virginia Antiquities, or may hereafter become 
associated with them, are hereby constituted a body corporate by the 
name of The Association for the Preservation of Virginia Antiquities, 
for the purpose of acquiring, holding and preserving real and personal 
property relating to the history of Virginia, and particularly to restore 
and preserve the ancient historic buildings, tombs, monuments and 
grave-yards, and to acquire by purchase, gift or otherwise the sites of 
such property, buildings, tombs and grave-yards, with a view to their 
perpetuation and preservation. 

2. The Principal office of said Association shall be in the city of Rich- 
mond, Virginia, and the said Association shall have power to establish 
branch associations in such other places as said Association may select! 
and the branches so established shall be subordinate to and governed 
by the parent Association established in the city of Richmond, and the 
parent Association may make such rules, by-laws and regulations for the 
government of the branch associations as to it may seem proper and 
necessary. 

3. The said association shall have pbwer to make and adopt a con- 
stitution and by-laws, rules and regulations, for the admission of its 
members and the members of its branch associations, the election of its 



Charter. 7 

officers, and to define the rights and interests of members and the duties 
of officers, and for the safe-keeping and preservation of its property and 
funds, and from time to time to alter or repeal such constitution, by-laws, 
rules and regulations: provided, that the same be not inconsistent with 
the constitution and laws of the United States or of the State of Virginia. 

4. The Association shall have the power to receive, use, manage and 
dispose of all funds and property, either real or personal, that may be 
purchased, granted, donated, devised or bequeathed it, in such manner 
and to such amount as shall seem to it best calculated to advance the 
objects of its incorporation. 

5. All the property, real, personal or mixed, which said Association 
now owns or may hereafter acquire by gift, purchase or otherwise, shall 
be exempt from all State, county and city taxes or levies. 

6. The amount of real estate which the Association may hold at any 
one time shall not exceed five thousand acres. 

7. Any general meeting of the members of the Association, regularly 
called, at which there are present not less than twenty members, shall 
be deemed a lawful meeting for the transaction of any and all of the 
business of the Association. 

8. All acts hitherto done by the persons associated together as The 
Association for the Preservation of Virginia Antiquities, and the pur- 
chases of all property in the name of said Association, are hereby rati- 
fied and confirmed as if said persons had at the time been regularly 
incorporated as said Association. 

9. This act shall be in force from its passage. 

A copy: J. BELL BIGGER, 

Clerk of House of Delegates and 

Keeper of Rolls of Virginia. 
March 31, i8g6. 



Charter. 



AN ACT 

To grant to The Association for the Preservation of Virginia Antiqui- 
ties all the title and interest of the State in ce^^tain portions of James- 
town Island, afid to confer upon said Association the power to condemn 
lands. 

Approved March 1, 1892. 

1. Be it enacted by the General Assembly of Virginia, That all the 
right, title and interest of the State of Virginia to and in the church- 
yard, church lot and grave yard in and upon Jamestown Island be and 
the same is hereby granted and transferred to the Association for the 
Preservation of Virginia Antiquities, and the said Association shall own 
and hold the same forever for the purposes prescribed in its charter. 

2. All the franchises, rights and powers contained in chapter forty-six 
of the Code of eighteen hundred and eighty-seven are hereby conferred 
upon said Association, and it shall be deemed an internal improvement 
company for the purpose of acquiring by condemnation such additional 
land upon said Jamestown Island as shall be necessary for ample ingress 
and egress to and from all sides of said church yard, church lot, and 
grave yard^ and particularly from the said church yard, church lot, and 
grave yard, to and from the main land on one side and the river on the 
other, and to erect, if the said Association shall deem necessary, a bridge 
connecting said island with the main land, and for that purpose to have 
the further right to condemn a site or sites sufficient for the erection of 
said bridge. 

3. This act shall be in force from its passage. 

A copy: J. BELL BIGGER, 

Clerk of House of Delegates a7id 

Keeper of the Rolls of Virginia. 
March j/, i8g6. 



Constitution. 9^ 



CONSTITUTION 



ARTICLE I. 

Name. 

Sec. I. The name of the corporation shall be "The Association for 
the Preservation of Virginia Antiquities." 

ARTICLE II. 

Object. 

Sec. I. The object of this Association shall be to acquire, restore^ 
and preserve the ancient historic grounds, buildings, monuments, and 
tombs in the Commonwealth of Virginia, and to receive and protect any 
relics which may become its property by gift or purchase as by charter 
of March 3, 1892. 

ARTICLE III. 

Officers. 

Sec. I. The officers of the Association shall consist of a President,. 
Vice-Presidents, a Recording Secretary, a Corresponding Secretary, and 
a Treasurer. 

Four of the Vice-Presidents shall reside^in Richmond, Va. 

Sec. 2. A Board of Directors, which shall consist of thirty members,, 
with the officers shall form a Central Committee; said Committee shall 
have power to transact the general business of the Association, The 
Incorporators and Directors of Branch Associations are, ex-officio, 
members of the Central Committee. 

Sec. 3. There shall also be an Advisory Board, consisting of not less 
than twenty gentlemen, elected the first Tuesday in November. 

Sec. 4. The Central Committee with the Advisory Board, shall form 
a Board of Managers 

ARTICLE IV. 

Meetings. 

Sec. I. The Annual Meeting shall be held on October 19th. The 



10 Constitution. 

Central Committee shall meet on the first Tuesday in each month. The 
whole Association shall be called together on January 4th, and June loth, 
and October 19th. The Board of Managers shall meet on the first Tues- 
days in April and October, 

Sec. 2. Special meetings may be called by the President, or on the 
written request of any three members. 

Sec. 3. Any date falling on Sunday, the following Tuesday will be 
•observed. Members shall be notified of all meetings. 

ARTICLE V. 

Quorum. 

Sec. I. At a meeting of the Central Committee seven shall form a 
quorum. At a meeting of the Board of Managers eleven shall form a 
quorum. At a General Meeting twenty shall form a quorum. 

ARTICLE VI. 

Fiscal Year. 

Sec. I. The Fiscal Year shall begin on October 19th each and every 
year. 

ARTICLE VII. 

Membership. 

Sec. I. Members are divided into two classes — Life and Active. 

Sec. 2. All annual dues shall be paid in January of each year. Upon 
the payment of $10.00 at one time, the member shall be entitled to a 
certificate signed by the President and Secretary, to the effect that the 
person in question is a Life Member, and thus exempt from further dues. 

Sec. 3. Active members $1.00 per annum. Badges of the Associa- 
tion, |i.oo. These may be procured from the Treasurer. 

ARTICLE VIII. 

Amendments. 

Sec. I. The Constitution may be amended at any meeting of the 
Association, or special meeting called for the purpose, by a two-third 
A^ote in the affirmative, a quorum being present and voting. 



Constitution. 



il 



Sec. 2. Notice of such proposed amendments shall be furnished to 
the Secretary at least thirty days before the meeting at which it is pro- 
posed to consider them ; and the Secretary shall cause each notice to be 
printed and sent to the director of each branch association and to each 
member of the General Association at least fifteen days before such 
meetins;. 




12 By-Laws. 



BY=LAWS 



ARTICLE I. 
President. 

Sec. I. The President shall preside at all meetings, and shall be, ex- 
officio, a member of all branch associations. She shall make an annual 
report of the work of the Association, adding such recommendations as 
will promote its interests. 

Sec 2. The President shall, with the Secretary, sign all written con- 
tracts and obligations of the Association, and shall have charge of the 
seal of the Association. She shall at all times strictly enforce the Con- 
stitution and By-Laws of the Association. 

Sec. 3. In the absence of the President, the Vice-Presidents, in 
order, shall have the powers and perform her duties. 

ARTICLE II. 

Recording Secretary. 

Sec. I. The Recording Secretary shall keep a faithful record of the 
minutes of the Association, filing the books, at the expiration of the 
fiscal year, in the rooms of the Association, and keep on record a com- 
plete list of all members. 

Sec. 2. She shall annually prepare a report giving, in detail, the work 
of the Association during the past year, which report, after approval at 
a previous meeting of the Central Committee, shall be presented at the 
Annual Meeting. 

ARTICLE III. 

Corresponding Secretary. 

Sec. I. The Corresponding Secretary shall conduct all correspon- 
dence relative to the interests of the Association, and keep on file all 
letters received and a synopsis of all letters written. She shall call the 
meetings of the Association, and keep a list of all the members, with 
their addresses. The records and correspondence shall be open at all 



By-Laws. 13 

times for the inspection of members of the Association only, which 
inspection shall be held in the presence of the officer in charge of such 
papers, or some officer of her appointment. 

ARTICLE IV. 

Treasurer. 

Sec. I. The Treasurer shall receive, collect, hold and disburse all 
funds of the Association. 

Sec. 2. She shall keep correct accounts in detail of all moneys re- 
ceived and expended by her, and shall render a monthly and annual 
report. 

Sec. 3. The Treasurer shall deposit all the moneys of the Association 
in a bank, or banks, selected by the Central Committee. Bills shall not 
be paid until approved by the Central Committee. 

Sec. 4. The closed records of the Treasurer and Corresponding Sec- 
retary shall be filed in the rooms of the Association. 

ARTICLE V. 
Branch Directors. 

Sec. I. The Directors of branch associations shall be appointed for 
the first year by the Central Committee, and shall have power to form 
their own committees to work under these By-Laws in the interest of 
this Association. 

Sec. 2. Directors, after the first year, shall be elected by the members 
of said branch. 

ARTICLE VI. 

Standing Committees. 

Sec. I. There shall be the following Standing Committees of the 
Association appointed by the Central Committee : 

(i) Jamestown Committee, (5) Publication Committee, 

(2) Landmark Committee, (6) Year Book Committee, 

(3) Membership Committee, (7) Lecture Committee, 

(4) Auditing Committee, (8) Ways and Means Committee. 



14 By-Laws. 

Jamestoum. 

Sec. 2. The fii*st duty of the Association being due to Jamestown, 
this Committee shall take charge of all affairs pertaining thereto, and 
report the same regularly to the Central Committee. 

All plans regarding Jamestown must first be laid for approval before 
the Central Committee. 

Landmark Conmiittee. 

Sec. 3. The Landmark Committee shall take care to identify and suit- 
ably mark, subject to the control and direction of the Central Committee, 
all historic localities made famous in our capital city and State, from 
infancy to the ever memorable epoch of 1861. 

]\Ienibersh ip Co^mnittee. 

Sec. 4. The Membership Committee shall endeavor in every way to 
increase the membership of the Association. 

Auditing Committee. 

Sec. 5. The Auditing Committee shall audit the accounts of the Trea- 
surer semi-annually and report to the Board of Managers. This Com- 
mittee may also act as a Finance Committee wdth such duties and powers 
as the Central Committee may prescribe. 

Pubtication Committee. 

Sec. 6. The Publication Committee shall take charge of all publica- 
tions and necessary printing of every kind in connec:tion with the Asso- 
ciation. 

Year Book Committee. 

Sec. 7. The Year Book Committee shall, under the direction of the 
Central Committee, prepare for distribution among the members, a full 
report of the year's work done by the Association, with a list of all 
local branches and the members of the whole Association. 

Lecture Committee. 

Sec. 8. The Lecture Committee shall each year provide a series of 



By-Laws. 1& 

lectures, given by the Association, under the direction and control of 
the Central Committee. 

IVays and Means Committee. 

Sec. 9. The Ways and Means Committee shall, from time to time, as 
it may be necessary, devise plans for increasing the funds or usefulness 
of the Association, always under the approval of the Central Committee. 

ARTICLE VII. 

Duties of Directors of Branch Associations. 

Sec. I . Directors have all the powers of a Vice-President, and as such 
act as the President, with full authority in her jurisdiction, subject only 
to the direction of the Central Committee, located at Richmond, Va. 

Sec. 2. Directors must call together those interested in the cause for 
which this Association was organized, either by public or private invita- 
tion, explain the purpose of the meeting, and ask the aid and support 
of the attendants. 

Sec. 3. All persons who are members must be enrolled and an accu- 
rate list made and kept. Officers must be elected and committees 
appointed from these members, and work must be laid out to obtain 
funds or otherwise to aid the objects of the Association. An entertain- 
ment of some kind should be given at least once a year to increase their 
treasury and to keep up an interest in the Association. 

Sec. 4. Directors should attend if possible the meetings of the Asso- 
ciation on June loth and October 19th, but present or absent, a report 
of their work should be , furnished the Central Committee, the report 
given October 19th being an annual report of the year's work, which 
must be filed with the records of the Society and printed in the year 
book. 

ARTICLE VIII. 

Dues. 

Sec. I. The annual dues and all payments on account of life mem- 
bership, of all members of the General Association and of any of its 
Local Branches, shall be paid to the Treasurer of the General Associa- 



16 By-Laws. 

tion, and shall be subject to such appropriations as the Association may 
determine. 

Sec. 2. Where special funds have been raised by any Local Branch 
ior a particular object selected by such Local Branch, such fund shall be 
sent to the Treasurer of the General Association and shall be applied 
solely to the purpose for which it was dedicated, with such additional 
sum, if any, as the General Association may deem proper to appropriate 
ior the purpose. 

ARTICLE IX. 

Order of Business. 

Annual Meeting. 

President's Address. 

Reading of Minutes of Annual Meeting. 

Reading of Report of Recording Secretary. 

Reading of Report of Treasurer. 

Reading of Report of Corresponding Secretary. 

Reports from Branch Associations. 

Unfinished Business. 

New Business. 

Historical Paper. 

Election of Officers. 

Monthly Meetmg. 

Reading of Minutes of Preceding Meeting. 

Report of Treasurer. 

Report of Corresponding Secretary. 

Report of Standing Committees. 

Report of Special Committees. 

Election to fill Vacancies in Directory Board. 

Unfinished Business. 

Miscellaneous Business. 



511 







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